Current Report Filing (8-k)
January 15 2021 - 4:23PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): January 11,
2021
ASHFORD INC.
(Exact name of registrant
as specified in its charter)
Nevada
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001-36400
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84-2331507
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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14185 Dallas Parkway
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Suite 1100
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Dallas
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Texas
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75254
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (972) 490-9600
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common Stock
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AINC
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NYSE American LLC
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Preferred Stock Purchase Rights
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true
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NYSE American LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01
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Regulation FD Disclosure.
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As previously
disclosed, on October 16, 2020, the independent members of the board of directors of Ashford Inc. (the “Ashford Inc. Directors”)
provided Ashford Hospitality Trust, Inc. (“Ashford Trust”): (i) a 30-day deferral on the payment of certain
fees and reimbursable expenses with respect to the month of October 2020 payable under the Amended and Restated Advisory Agreement,
effective as of June 10, 2015, by and among Ashford Trust, Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford
Inc. and Ashford Hospitality Advisors LLC, as amended (the “Advisory Agreement”); and (ii) a 30-day deferral
on the payment of certain fees payable to Lismore Capital II LLC (“Lismore”), a subsidiary of Ashford Inc.,
pursuant to the amended and restated agreement, effective as of April 6, 2020, with Lismore, whereby Lismore, acting as agent for
Ashford Trust, was engaged to seek maturity extensions, refinancings, forbearances, principal reductions and debt-to-equity conversions
of Ashford Trust’s existing mortgage and mezzanine loans (the “Lismore Agreement”). On November 5, 2020,
the Ashford Inc. Directors provided Ashford Trust: (i) an additional 30-day deferral of the base advisory fees and Lismore
success fees for the month of October 2020 that were previously deferred; and (ii) a 30-day deferral of the base advisory
fees and any Lismore success fees for the month of November 2020. On November 26, 2020, the Ashford Inc. Directors provided Ashford
Trust: (i) an additional deferral of the base advisory fees and any Lismore success fees for the months of October 2020 and
November 2020 that were previously deferred; and (ii) a deferral of the base advisory fees and any Lismore success fees for
the month of December 2020 such that all such fees would be due and payable on January 4, 2021.
Additionally,
as previously disclosed on January 7, 2021, the Ashford Inc. Directors provided Ashford Trust: (i) an additional deferral of the
base advisory fees and any Lismore success fees for the months of October 2020, November 2020 and December 2020 that were previously
deferred; and (ii) a deferral of the base advisory fees and any Lismore success fees for the month of January 2021 such that
all such fees would be due and payable on January 11, 2021.
On January
11, 2021, the independent members of the board of directors of Ashford Trust requested that Ashford Inc. provide Ashford Trust
an additional deferral of the base advisory fees and any Lismore success fees for the months of October 2020, November 2020, December
2020 and January 2021 that were previously deferred such that all such fees would be due and payable on the earlier of (x) January
18, 2021 and (y) immediately prior to the closing of that certain proposed credit facility (the “Credit Facility”)
by and among Ashford Trust and certain of its affiliates and certain affiliates of Oaktree Capital Management, L.P. On January
11, 2021, the Ashford Inc. Directors provided Ashford Trust with the foregoing request. Additionally, the Ashford Inc. Directors
waived any claim against Ashford Trust and Ashford Trust’s affiliates and each of their officers and directors for breach
of the Advisory Agreement and Lismore Agreement or any damages that may have arisen in absence of such fee deferral.
In accordance
with the terms of the previously disclosed deferrals, Ashford Trust paid Ashford Inc. $14,411,432 immediately prior to the closing
of the Credit Facility.
The information
in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly
set forth by specific reference in such filing.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ASHFORD INC.
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By:
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/s/ Robert G. Haiman
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Robert G. Haiman
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Executive Vice
President, General Counsel & Secretary
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Date: January 15, 2021
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